Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On August 19, 2020, Turning Point Brands, Inc. (the "Company") announced the
appointment of Brittani Cushman as General Counsel successor. Mr. Dobbins,
currently the Company's Senior Vice President, General Counsel and Secretary,
will terminate employment on October 31, 2020, following more than 20 years
leading the Company's legal and governance functions. In connection with the
succession, the Company and Mr. Dobbins entered into a Release and Severance
Agreement (the "Severance Agreement"), along with a Consulting Agreement (the
"Consulting Agreement") which is effective November 1, 2020.
The Severance Agreement provides that the Company will pay Mr. Dobbins the
"Severance Benefits" as provided in the Employment Letter, dated as of November
23, 2015 (the "Employment Agreement"), i.e., the continuation of his current
salary for one year and a severance bonus equal to the average of the annual
cash bonuses received for the 24 months before separation, with the following
modifications to the terms in the Employment Agreement: (i) any accrued, unused
vacation will be paid following termination; (ii) COBRA premiums will be paid
for 18 months for medical, dental, and vision coverage; (iii) Mr. Dobbins shall
vest as of October 31, 2020, in outstanding stock option awards under the
Company's 2006 and 2015 Equity Incentive Plans (the "Equity Plans"), the options
shall only become exercisable on the original vesting dates stated at grant of
the options, and those options will continue to be exercisable until their
original expiration date as if Mr. Dobbins' employment continued; and (iv) Mr.
Dobbins shall vest and be entitled to payment of any performance restricted
stock units or similar awards under the Equity Plans, if any value is payable
and on the same date as payable had employment continued, as and when therein
required. The Company's obligation to provide these payments and benefits is
contingent on Mr. Dobbins' non-revocation of the release set forth in the
Severance Agreement.
Pursuant to the Consulting Agreement, Mr. Dobbins has agreed to provide his
services in order to transfer relevant knowledge, provide interim support, and
facilitate the transition of his work to others as well as continue to provide
his insights on ongoing business, legal, and regulatory issues ("Services"). The
Company will pay Mr. Dobbins in monthly increments at an annual rate of
$100,000. The Consulting Agreement expires October 31, 2022. The Consulting
Agreement provides that the terms of the non-competition clauses of the
Employment Agreement are extended six months beyond the termination of the
Consulting Agreement.
Item 7.01. Regulation FD Disclosure.
On August 19, 2020, the Company issued a press release, attached as Exhibit
99.1, announcing the appointment of Brittani Cushman as General Counsel
successor. Mr. Dobbins, currently the Company's Senior Vice President, General
Counsel and Secretary, will step down October 31, 2020. A copy of the press
release is furnished as Exhibit 99.1 hereto and is incorporated herein by
reference.
The information set forth in the attached Exhibit 99.1 shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
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Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
Exhibit No. Description
99.1 Press release dated August 19, 2020 announcing the appointment of General
Counsel successor
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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